In the new issue of GQ magazine, on stands June 26, Upton says, “I grew up in Florida riding horses, so the majority of my life I was either in boots or a bathing suit. I understand why my male followers like me … It’s like any job. You find your strengths and play them up.”

Upton has taken the modeling world by storm since landing the coveted SI Swim cover and now boasts nearly 400,000 followers on twitter.

Now she’s landed the cover of GQ with a spread shot by Terry Richardson, posing in a patriotic bikini and sucking on a red, white and blue popsicle.

But the sexy blonde revealed that she experienced an embarrassing wardrobe malfunction while posing for the men’s magazine.